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"3rd Mission. 3rd Dimension."
—tagline, Spy Kids 3-D: Game Over

Spy Kids 3-D: Game Over (also known as Spy Kids 3: Game Over) is a 2003 American spy adventure comedy film produced, written, shot, composed, edited, and directed by Robert Rodriguez, co-produced by Elizabeth Avellan, and the third installment in the Spy Kids series. It is a sequel/epilogue to Spy Kids 2: The Island of Lost Dreams. It was released in the United States on July 25, 2003 by Dimension Films[1]. The film stars Daryl Sabara, Alexa Vega, Ricardo Montalbán, Ryan Pinkston, Robert Vito, Bobby Edner, Courtney Jines, and Sylvester Stallone.

Initially intended to be the final installment in the Spy Kids series, a fourth film, All the Time in the World, was released in 2011.


Juni Cortez, after stopping Donnagon Giggles from activating the Transmooker device, has retired from the OSS, no longer wanting to work for them. He now lives a quiet life and works as a private detective, although his salary is very little. One day, he is contacted by President Devlin, the head of the OSS, who informs him that his sister, Carmen Cortez, is missing after a mission gone wrong. Upset about this, Juni returns to the OSS to learn more about his sister.

Arriving at the technological and computer part of the OSS, he is reunited with a now reformed Donnagon and his wife Francesca, who explain that Carmen was captured by the Toymaker, a former OSS informant. The Toymaker was imprisoned in cyberspace by the OSS, but he has since created Game Over, a virtual reality-based video game which he intends on using to escape cyberspace via players that reach Level 5, which is unwinnable. Juni agrees to venture into the game, save Carmen, and shut down the game, given only twelve hours to win. He is also informed that his sister was last seen on Level 4.

In the game, which takes place in a full 3D environment, Juni finds the challenges difficult, having only nine lives within the game and already losing one at the start. While roaming a cartoon-like city, he finds three beta-testers, Francis, Arnold, and Rez, who provide him with a passage to the Moon and launch him into space, but mostly to get rid of the competition.

Juni lands on the Moon, losing another life at the process, and receives an opportunity to bring in a fellow ally to assist him, selecting his wheelchair-bound grandfather Valentin, who has a personal history with the Toymaker. He receives a power-up which gives him a robotic bodysuit, allowing him to walk and possess superhuman strength and durability, and abandons Juni, telling him that they will regroup later. Searching for the entrance to Level 2, Juni ventures into a robot battle arena where he fights a girl named Demetra in order to return to Earth and enter Level 2. In the fight, he receives a robotic, more powerful suit, and he is placed on a huge mecha to combat Demetra. In the 3-round fight, in which he loses another life, he defeats Demetra and returns to Earth.

He meets the beta-testers again who believe he is a player named "the Guy", who can supposedly beat Level 5. Rez is unconvinced and challenges Juni to a "Mega Race" involving a multitude of different vehicles, which will allow them on Level 3. The only apparent rule of this game is "Win, at all costs." Juni wins the race with help from Valentin, and Demetra joins the group; she and Juni display romantic feelings for each other, with him giving her a med-pack with extra lives and she provides him with an illegal map of the game in Machine City. Upon entering Level 3, Arnold and Juni are forced to battle each other, the loser getting an immediate game over. During the fight, Juni loses almost all of his lives, but Demetra swaps places with Juni and is defeated, seemingly getting a game over, much to Juni's sadness.

The group arrives at Level 4 where Juni finds Carmen, released by the Toymaker, who leads the group on. Carmen notices their grandfather is with them and tells Juni that the Toymaker is the reason their grandfather is in a wheelchair. Juni follows a map to a lava-filled gorge. The group surfs their way through the lava. The OSS finds out about the history between the Toymaker and Valentin. Fearing that Valentin might seek revenge, Donnagon attempts to prevent them from reaching Level 5, but fails, as they fall into the lava and discover that lava does not mean the game over, but that it is actually possible to swim, and they reach a cavern where they find the door to Level 5. Outside the door to Level 5, Carmen informs them that they only have 5 minutes left. After the other gamers start to think that Carmen and Juni are deceivers and Rez threatens to give Juni a game over, the real "Guy" appears and opens the door. However, he is struck by lightning, which makes him lose all of his hundred lives, forcing the group to move on.

In Level 5, which is a purple-ish cyberspace, Demetra then appears, claiming to have gotten back into the game via a glitch but Carmen identifies her as "the Deceiver", a program used to fool players. Demetra confirms this and apologizes to a stunned Juni before the Toymaker attacks the group with a giant robot. Valentin then appears, holding the entrance back to the real world open so the group can escape. However, he cannot come with them since someone needs to hold the door open. Demetra, shedding a tear, quickly holds the door open so he can go with them. After their return though, it is revealed that Valentin released the Toymaker, with the villain's army of robots now attacking a nearby city.

Juni and Carmen summon their family members; parents Gregorio and Ingrid, their uncle and Gregorio's brother Machete, their grandma Helga, and their uncle Felix. With too many robots to handle, Juni calls out to their "extended" family (or "everyone", as Juni puts it), summoning characters from the first two films, including Fegan Floop and Alexander Minion, Dinky Winks and his son, scientist Dr. Romero (plus a Spork), and Gary and Gerti Giggles. All the robots are destroyed except for the Toymaker's. Valentin confronts The Toymaker, and forgives him for putting him in his wheelchair, which he had been trying to find him to do for 30 years. The Toymaker shuts down his robot and joins the rest of the Cortez family and their friends in celebrating their families.



Filming took place from December 10, 2002 to April 2003.


Spy Kids 3D Soundtrack

Soundtrack album by Various artists

The film score was composed by Robert Rodriguez and is the first score for which he takes solo credit. Rodriguez also performs in the "Game Over" band, playing guitar, bass, keyboard and drums, including the title track, "Game Over", performed by Alexa Vega.[2]

Track listing[]

All selections composed by Robert Rodriguez and performed by Texas Philharmonic Orchestra, conducted by George Oldziey and Rodriguez.

  • "Game Over" (vocals by Alexa Vega)
  • "Thumb Thumbs"
  • "Pogoland"
  • "Robot Arena"
  • "Metal Battle"
  • "Toy Maker"
  • "Mega Racer"
  • "Programmerz"
  • "Bonus Life"
  • "Cyber Staff Battle"
  • "Tinker Toys"
  • "Lava Monster Rock"
  • "The Real Guy"
  • "Orbit"
  • "Welcome to the Game"
  • "Heart Drive" (performed by Bobby Edner and Alexa Vega)
  • "Isle of Dreams (Cortez Mix)" (performed by Alexa Vega)


Home Media[]

Spy Kids 3 Blu-ray

The Blu-Ray cover

The film was released via DVD and VHS on February 24, 2004 by Dimension Home Video. The film's 3D effect was not removable on the DVD release, but a 2D version (Spy Kids 3: Game Over) was available on a second disc, and on television airings. In April 2011, the 2D version was rereleased on DVD with one disc.

On August 2, 2011, the 2D version was rereleased on Blu-ray for the tenth anniversary of the franchise and to coincide with the fourth film, Spy Kids: All the Time in the World.[3] On December 4, 2012, Lionsgate released the 3D version as a double feature with The Adventures of SharkBoy and LavaGirl on Blu-ray 3D.[4]


Box office[]

Spy Kids 3-D: Game Over opened theatrically on July 25, 2003 in 3,344 venues, earning $33,417,739 in its first weekend and ranking first at the North American box office. It is the series' highest-grossing opening weekend.[5] The film ended its run on February 5, 2004, having grossed $111,761,982 domestically and $85,250,000 overseas for a worldwide total of $197,011,982, making it the best performing film in the franchise.[6]

Critical reception[]

The film received mixed reviews from critics. Review aggregator website Rotten Tomatoes shows a 45% score based on 143 reviews, with an average rating of 5.4/10, while audiences scored at 25% based on over 50,000 ratings, with an average rating of 2.5/5. The site's consensus states: "The movie will be found wanting if one is not taken in by the 3-D visuals".[7] Metacritic reports a 57/100 rating based on 30 critics, indicating "mixed or average reviews".[8] Audiences polled by CinemaScore gave the film an average grade of "B+" on an A+ to F scale.[9]

Bob Longino of the Atlanta Journal-Constitution wrote that "the 3-D process will hurt your eyes. The onscreen characters, who also wear 3-D glasses, even say so when it's time to take them off." However, he also stated that it helped mask what he deemed as an overall lack of a story.[10] Jim Lane of Sacramento News and Review called the 3D scenes "murky and purple like a window smeared with grape jell-o".[11] Roger Ebert suggested that perhaps Rodriguez was held back by the film's technical constraints. Ebert also admitted to showing disdain for the 3D gimmick, saying that the picture quality with the 3D glasses is more murky and washed out than the crisper and more colorful 2D films.[12] Mick LaSalle of the San Francisco Chronicle noted Carmen's absence for much of the film and criticized the plot's repeated scenes of Juni attempting over and over again to reach Level Five.[13] Kimberly Jones of the Austin City Chronicle praised the visuals but called the plot twig-thin and stated that the parents' near absence in the story makes Rodriguez's continuing theme of family ties seem much less resonant than in the other films.[14]


  • George Clooney's scenes were once again shot in one afternoon in his own living room, in a suit jacket, shirt, tie and pajama pants.
  • Prior to the film's release, it was originally announced that this would be the last Spy Kids movie, as the young actors, in particular Alexa PenaVega, were growing out of the role. However, Spy Kids: All the Time in the World was released in 2011, featuring PenaVega and Daryl Sabara in supporting roles.
  • The entire film was filmed in a green screen environment, with about 90% of the film being green screen footage.[15][16]
  • Sylvester Stallone said in an interview that he asked his kids about the previous Spy Kids movies and if he should accept the role in the third installment.
  • Due to filming schedules, many of the actors playing characters in the final scene were never on the set at the same time and were put together digitally.
  • This is the final live-action film appearance of Ricardo Montalban.
  • This is the first movie appearance of Selena Gomez.
  • The cat that Juni rescues from a tree belongs to Sabara.
  • When Juni is entering the next level of the video game, he comes across the "Rebel Rockets" arena, the names of director Robert Rodriguez's two sons Rebel and Rocket Rodriguez.
  • When Juni and Valentin emerge from the game, Valentin says that the armrests on his wheelchair are covered in rich Corinthian leather. This is a reference to Montalban's Chrysler Cordoba television commercials in the late 1970s ("The seats are upholstered in rich Corinthian leather").
  • The HD/3-D process is the same used by director James Cameron for his IMAX feature Ghosts of the Abyss, although the projection is different. Cameron used polarized projection only viewable in special venues. Rodriguez used the traditional anaglyph (notable for its scarlet red and cyan blue lensed glasses) projection. The cameras used for the film consisted of two custom-designed Sony HDC-950 cameras, which have had their image sensors separated from the main body of the camera and rehoused 70mm apart, the same distance between a pair of human eyes. This also allowed director Robert Rodriguez to view immediate 3D playback on-set.
  • Steve Buscemi only agreed to make a cameo in the film if Rodriguez personally assured him that he would be able to keep Sporky the flying pig after production was complete.
  • In Italy, for the theatrical release, the film was renamed simply Missione 3-D: Game Over (3-D Mission: Game Over), without any references in the trailers, or anywhere else, to its being a part of the Spy Kids franchise.
  • Despite being first-billed, Antonio Banderas and Carla Gugino appear 20 minutes before the movie ends.
  • The opening scene of a closed-down water park is of Schlitterbahn in New Braunfels, Texas.
  • Dinky Winks says "Game over for you pal. Game over!". This is a reference to Bill Paxton's character Private William Hudson's popular quote from the movie Aliens, where he similarly says "Game over man. Game over!"
  • Demi Lovato read for a role in this film but did not get any roles. Their then-best friend and Barney & Friends co-star Gomez got a part. Over 12 years later, Lovato went on to work with Rodriguez on From Dusk Till Dawn: The Series, and Rodriguez would later direct Lovato's music video, Demi Lovato: Confident.

Other media[]


Main article: Spy Kids 3-D: Game Over Junior Novel

Talk Miramax Books released a novelization of the movie in June 2003. The novel was written by children's book author Kitty Richards. The posters and end of the credits even say "Read the Talk/Miramax Books", telling the viewers to read the print retelling.


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  • A list of the mistakes and continuity errors in this movie can be found here.


External links[]